Common use of Notice and Resolution of Claim Clause in Contracts

Notice and Resolution of Claim. An indemnified party hereunder shall promptly give "Notice" (as hereinafter defined) to the indemnifying party after obtaining knowledge of any claim against the indemnified party as to which recovery may be sought against the indemnifying party because of the indemnity set forth above, and, if such indemnity shall arise from the claim of a third party, shall permit the indemnifying party to assume the defense of any such claim or any litigation resulting from such claim. Failure by the indemnifying party to give Notice to the indemnified party of its election to defend any such claim or action by a third party within fifteen (15) days after Notice thereof shall have been given to the indemnifying party shall be deemed a waiver by the indemnifying party of its right to defend such claim or action. If the indemnifying party assumes the defense of such claim or litigation resulting therefrom, the obligations of the indemnifying party hereunder as to such claim shall include taking all steps necessary in the defense or settlement of such claim or litigation resulting therefrom and holding the indemnified party harmless from and against any and all losses, damages and liabilities including, without limitation, attorneys' fees and expenses, caused by or arising out of any settlement approved by the indemnifying party or any judgment in connection with such claim or litigation resulting therefrom. The indemnifying party shall not, in the defense of such claim or any litigation resulting therefrom, consent to entry of any judgment except with the prior written consent of the indemnified party, or enter into any settlement (except with the prior written consent of the indemnified party). Notwithstanding the foregoing, any such judgment or settlement shall contain as an unconditional term thereof the giving by the claimant or the plaintiff to the indemnified party a release from all liability in respect of such claim or litigation.

Notice and Resolution of Claim. An indemnified party hereunder shall promptly give "Notice" (as hereinafter defined) notice to the indemnifying party after obtaining knowledge of any claim against the indemnified party as to which recovery may be sought against the indemnifying party because of the indemnity set forth above, and, if such indemnity shall arise from the claim of a third party, shall permit the indemnifying party to assume the defense of any such claim or any litigation resulting from such claim. Failure by The failure of the indemnifying indemnified party to give Notice to the indemnified party of its election to defend any such claim or action by a third party within fifteen (15) days after Notice thereof notice shall have been given to the indemnifying party shall be deemed a waiver by not relieve the indemnifying party of its right obligations hereunder except to defend such claim or actionthe extent (if any) that the indemnifying party shall have been prejudiced thereby. If the indemnifying party assumes the defense of such claim or litigation resulting therefrom, the obligations of the indemnifying indemnify ing party hereunder as to such claim shall include taking all reasonable steps necessary in the defense or settlement of such claim or litigation resulting therefrom and defending and holding the indemnified party harmless from and against any and all losses, damages and liabilities including, without limitation, attorneys' fees and expenses, caused by or arising out of any settlement approved by the indemnifying party or any judgment in connection with such claim or litigation resulting therefrom. The indemnifying party shall not, in the defense of such claim or any litigation resulting therefrom, consent to the entry of any judgment (except with the prior written consent of the indemnified party), or enter into any settlement (except with the prior written consent of the indemnified party). Notwithstanding , which does not include, as to the foregoing, any such judgment or settlement shall contain indemnified party and as an unconditional term thereof the giving thereof, a release by the claimant or the plaintiff to the indemnified third party a release from any and all liability in respect of such claim or litigation. The indemnified party will cooperate reasonably in the defense of the action or claim.

Notice and Resolution of Claim. An (a) The Licensor Indemnified Parties or the Licensee Indemnified Parties to be indemnified party hereunder (each, an “Indemnified Party”), as the case may be, shall promptly give "Notice" (as hereinafter defined) written notice to the indemnifying party (the “Indemnifying Party”) after obtaining knowledge of any third party claim against the indemnified party Indemnified Party as to which recovery may be sought against the indemnifying party Indemnifying Party because of the indemnity indemnities set forth abovein Sections 13.1 or 13.2, andspecifying in good faith and in reasonable detail the third party claim including, if to the extent reasonably practicable, an estimate of Damages claimed, and the basis for indemnification; provided, that the failure of an Indemnified Party promptly to notify the Indemnifying Party of any such indemnity matter shall arise not release the Indemnifying Party, in whole or in part, from its obligations under this Article 13 except to the claim extent the Indemnified Party’s failure to so notify in breach of a third party, this Section 13.5 actually prejudices the Indemnifying Party. The Indemnifying Party shall permit have the indemnifying party right to assume the defense of any such third party claim or any litigation resulting from such claim. Failure at its own cost and expense with counsel selected by the indemnifying party Indemnifying Party (as to give Notice which the Indemnified Party has not promptly and reasonably objected) by giving written notice to the indemnified Indemnified Party of its intention to assume such defense within the lesser of (i) thirty (30) days after notice thereof has been given to the Indemnifying Party, and (ii) five (5) Business Days prior to the date required to answer or respond to any such claim (the “Election Period”). Commencing on the beginning of and during the Election Period, the Indemnified Party agrees to make available to the Indemnifying Party and its authorized representatives the information relied upon by the Indemnified Party to substantiate the third party claim, as well as any other information bearing thereon reasonably requested by the Indemnifying Party. If the Indemnifying Party fails to notify the Indemnified Party of its election to defend assume the defense of any such third party claim within the Election Period, then the Indemnified Party shall defend or action by settle such third party claim in a diligent and commercially reasonable manner and in good faith and may settle such third party claim on such terms as the Indemnified Party may deem appropriate; provided, however, that such Indemnified Party shall not, in defense of such a third party within fifteen claim, be permitted to admit any liability with respect to, or consent to the entry of any judgment or enter into any settlement with respect to, any such third party claim without the prior written consent of the Indemnifying Party (15which consent shall not be unreasonably withheld or delayed), and the Indemnifying Party will not be subject to any liability for any such admission, settlement, compromise, discharge or consent to judgment made by an Indemnified Party without such prior written consent of the Indemnifying Party. An Indemnifying Party may participate in (but not control) days after Notice thereof any defense assumed by an Indemnified Party pursuant to this Section 13.5(a), and an Indemnifying Party will bear its own costs and expenses with respect to such participation. Notwithstanding the foregoing, an Indemnifying Party shall have been given to the indemnifying party shall be deemed a waiver by the indemnifying party of its right to defend assume the defense of such third party claim at any time prior to settlement, compromise or action. final determination thereof; provided, however, that an Indemnifying Party shall pay all fees and expenses incurred by an Indemnified Party prior to such Indemnifying Party’s assumption of such defense. (b) If the indemnifying party Indemnifying Party assumes the defense of any such claim or litigation resulting therefromthird party claim, the obligations of the indemnifying party hereunder as to such claim Indemnifying Party under this Article 13 shall include taking all steps deemed necessary by the Indemnifying Party, acting in good faith, in the investigation, defense or settlement of such third party claim or litigation resulting therefrom (including the retention of legal counsel) and holding the indemnified party Indemnifying Party shall, as a condition to assuming such defense, acknowledge that it will hold the Indemnified Party harmless from and against any and all losses, damages and liabilities including, without limitation, attorneys' fees and expenses, Damages caused by or arising out of any settlement approved by the indemnifying party Indemnifying Party or any judgment in connection with such claim or litigation resulting therefrom(subject to the applicable deductibles and limitations set forth in Section 13.4). The indemnifying Indemnifying Party shall notify the Indemnified Party as to the existence of any offers to settle such third party claim, and the Indemnifying Party shall not settle a third party claim if to the knowledge of the Indemnifying Party (after notifying and consulting with the Indemnified Party) such action would reasonably be expected to have a materially adverse impact on the Indemnified Party; otherwise the Indemnifying Party shall have full control of such defense and settlement, including any compromise or settlement thereof; provided, however, that such Indemnifying Party shall permit the Indemnified Party to participate in (but not control) such defense or settlement through separate counsel chosen by such Indemnified Party, with the fees and expenses of such participation and separate counsel borne solely by such Indemnified Party. The Indemnifying Party shall not, in the defense of a third party claim, make any payment of any of such claim or any litigation resulting therefromclaims, consent to the entry of any judgment except or enter into any settlement with respect to any third party claim without the prior written consent of the indemnified party, Indemnified Party (which consent shall not be unreasonably withheld or enter into any delayed) unless the judgment or proposed settlement (except with i) involves only the prior written consent payment of the indemnified party). Notwithstanding the foregoingmoney damages and does not involve any finding or admission of any violation of law, any such judgment or settlement shall contain (ii) includes, as an unconditional term thereof the giving thereof, a release of such Indemnified Party given by the claimant or the plaintiff from any liabilities arising from such third party claim, and (iii) does not impose an injunction or other equitable relief, directly or indirectly, upon such Indemnified Party or result in an admission of any wrongdoing by the Indemnified Party. The Indemnified Party shall cooperate with the Indemnifying Party in the defense or settlement thereof, and the Indemnifying Party shall reimburse the Indemnified Party for all its reasonable out-of-pocket expenses in connection therewith. (c) Indemnified Parties and Indemnifying Parties shall cooperate reasonably in all aspects of any investigation, defense, pre-trial activities, trial compromise, settlement or discharge of any third party claim, including, without limitation, by providing the other party with reasonable access to employees, directors and officers (as witnesses) and other information. (d) All indemnity payments owed under this Article 13 (“Indemnity Payments”), shall be paid in immediately available funds within ten (10) Business Days after final determination (which is final in the sense that it is no longer subject to appeal) and written request therefor by the Indemnified Party. All such Indemnity Payments shall be made to the indemnified accounts and in the manner specified in writing by the party a release from all liability in respect of entitled to such claim or litigation.Indemnity

Notice and Resolution of Claim. (a) An indemnified party hereunder shall under this Agreement will promptly give "Notice" (as hereinafter defined) written notice to the indemnifying party after obtaining knowledge of of: (i) any claim the indemnified party has against the indemnifying party not involving a third party claim or litigation; or (ii) any third party claim or litigation against the indemnified party as to which recovery may be sought against the indemnifying party because of the indemnity set forth abovein Section 7.1 or 7.2, andspecifying in reasonable detail the claim or litigation and the basis for indemnification; provided that the failure of the indemnified party promptly to notify the indemnifying party of any such matter shall not release the indemnifying party, if in whole or in part, from its obligations under this Article VII except to the extent the indemnified party's failure to so notify actually prejudices the indemnifying party's ability to defend against such third party claim or litigation. If such claim for indemnity shall arise arises from the claim or litigation of a third party, the indemnified party shall permit the indemnifying party to assume the defense of any such claim claim, litigation or any litigation resulting from such claim. Failure by the indemnifying party to give Notice to the indemnified party of its election to defend any such claim or action by a third party within fifteen . (15b) days after Notice thereof shall have been given to the indemnifying party shall be deemed a waiver by the indemnifying party of its right to defend such claim or action. If the indemnifying party assumes the defense of any such third party claim or litigation resulting therefromlitigation, the obligations of the indemnifying party hereunder as to such claim under this Agreement shall include taking all steps necessary in the investigation, defense or settlement of such claim or litigation resulting therefrom (including the retention of legal counsel) and holding the indemnified party harmless from and against any and all losses, damages and liabilities including, without limitation, attorneys' fees and expenses, losses caused by or arising out of any settlement approved by the indemnifying party or any judgment in connection with such claim or litigation resulting therefromlitigation. The indemnifying party shall not, in the defense of such claim or any litigation resulting therefromlitigation, consent to entry of any judgment (except with the prior written consent of the indemnified party), or enter into any settlement (except with the prior written consent of the indemnified party). Notwithstanding the foregoing, any such judgment or settlement shall contain ): (i) that does not include as an unconditional term thereof the giving by the claimant or the plaintiff to the indemnified party a complete release from all liability in respect of such claim or litigation; or (ii) the effect of which is to permit any injunction, declaratory judgment, other order or other equitable relief to be entered, directly or indirectly, against any indemnified party. The indemnifying party shall permit the indemnified party to participate in such defense or settlement through counsel chosen by the indemnified party, with the fees and expenses of such counsel borne by the indemnified party. (c) Failure by the indemnifying party to notify the indemnified party of its election to assume the defense of any such claim or litigation by a third party within thirty (30) days after notice thereof has been given to the indemnifying party shall be deemed a waiver by the indemnifying party of its right to assume the defense of such claim or litigation. If the indemnifying party does not assume the defense of such claim or litigation by a third party, the indemnified party may defend or settle such claim or litigation in such manner as the indemnified party may deem appropriate and may settle such claim or litigation on such terms as it may deem appropriate.

Notice and Resolution of Claim. (a) An indemnified party hereunder under this Agreement shall promptly give "Notice" (as hereinafter defined) written notice to the indemnifying party after obtaining knowledge of any third party claim or litigation against the indemnified party as to which recovery may be sought against the indemnifying party because of the indemnity set forth abovein Sections 9.2 and 9.3, and, if such indemnity shall arise from specifying in reasonable detail the claim or litigation and the basis for indemnification; provided, however, that the failure of a third the indemnified party promptly to notify the indemnifying party of any such matter shall not release the indemnifying party, in whole or in part, from its obligations under this Article VIII except to the extent the indemnified party's failure to so notify in breach of this Section 9.4(a) materially prejudices the indemnifying party's ability to defend against such third party claim or litigation. The indemnified party shall permit the indemnifying party to assume the defense of any such claim claim, litigation or any litigation resulting from such claim. Failure by the indemnifying party to give Notice to the indemnified party of its election to defend any such claim or action by a third party within fifteen claim. (15b) days after Notice thereof shall have been given to the indemnifying party shall be deemed a waiver by the indemnifying party of its right to defend such claim or action. If the indemnifying party assumes the defense of any such third party claim or litigation resulting therefromlitigation, the obligations of the indemnifying party hereunder as to such claim under this Agreement shall include taking all steps necessary in the investigation, defense or settlement of such claim or litigation resulting therefrom (including the retention of legal counsel) and holding the indemnified party harmless from and against any and all losses, damages and liabilities including, without limitation, attorneys' fees and expenses, losses caused by or arising out of any settlement approved by the indemnifying party or any judgment in connection with such claim or litigation resulting therefromlitigation. The indemnifying party shall not, in the defense of such claim or any litigation resulting therefromlitigation, consent to entry of any judgment (except with the prior written consent of the indemnified party, ) or enter into any settlement (except with the prior written consent of the indemnified party). Notwithstanding the foregoing, any such judgment or settlement shall contain ): (i) that does not include as an unconditional term thereof the giving by the claimant or the plaintiff to the indemnified party a complete release from from, all liability in respect of such claim or litigation, or (ii) the effect of which is to permit any injunction, declaratory judgment, other order or other equitable relief to be entered, directly or indirectly, against any indemnified party. The indemnifying party shall permit the indemnified party to participate in such defense or settlement through counsel chosen by the indemnified party, with the fees and expenses of such counsel borne by the indemnified party. (c) Failure by the indemnifying party to notify the indemnified party of its election to assume the defense of any such claim or litigation by a third party within 30 days after notice thereof has been given to the indemnifying party shall be deemed a waiver by the indemnifying party of its right to assume the defense of such claim or litigation. If the indemnifying party does not assume the defense of such claim or litigation by a third party, the indemnified party may defend or settle such clam or litigation in such matter as the indemnified party may deem appropriate and may settle such claim or litigation on such terms as it may deem appropriate.

Notice and Resolution of Claim. An indemnified party hereunder shall (a) The Indemnitees agree to promptly give "Notice" (as hereinafter defined) notice to the indemnifying party Indemnitor after obtaining notice or knowledge of any claim against Claim. Upon reasonable request, the indemnified party as Fund or FSC shall promptly respond to which recovery may be sought against the indemnifying party because Indemnitor's request for documentation of a Claim. In respect of a Direct Claim asserted by the Fund or FSC, and upon delivery of documentation of a Direct Claim that is reasonably satisfactory to the Indemnitor, within ten business days of demand and delivery of documentation the Indemnitor shall remit to the Indemnitee the amount of the indemnity set forth aboveDirect Claim. For each business day beyond the tenth business day, andinterest will accrue at the Prime Rate of interest as published in the Wall Street Journal (or, if in the event such indemnity shall arise from publication ceases to publish, then such other generally recognized replacement financial publication) plus 200 basis points (2.00%). Upon receipt of payment for a Direct Claim, the claim of a third party, Indemnitees shall permit the indemnifying party Indemnitor to seek recovery (and provide reasonable assistance and documentation in pursuing such recovery, provided that Indemnitor agrees to reimburse Indemnitees for the reasonable direct and indirect costs and expenses incurred in providing such assistance) against such person or persons that may have caused the Direct Claim. In respect of a Third Party Claim, the Indemnitees shall permit the Indemnitor to assume the defense of any such claim Third Party Claim or any litigation resulting from such claimThird Party Claim. Failure by the indemnifying party The failure to give Notice notice as required by this Section 1.2. in a timely fashion shall not result in a waiver of any right to indemnification hereunder except to the indemnified party of its election to defend any such claim or action by a third party within fifteen (15) days after Notice thereof shall have been given extent that an Indemnitor is prejudiced thereby and then only to the indemnifying party shall be deemed extent of such prejudice to such Indemnitor. (b) With respect to a waiver by Third Party Claim, if the indemnifying party of its right to defend such claim or action. If the indemnifying party Indemnitor assumes the defense of such claim or litigation resulting therefromThird Party Claim, the obligations of the indemnifying party Indemnitor hereunder as to such claim shall include taking all steps reasonably necessary in the defense or settlement of such claim or litigation resulting therefrom Third Party Claim and holding the indemnified party Indemnitees harmless from and against any and all losses, damages and liabilities including, without limitation, attorneys' fees and expenses, caused by or arising out of any settlement approved by the indemnifying party Indemnitor or any judgment in connection with such claim or litigation resulting therefromThird Party Claim. The indemnifying party Indemnitor shall not, in the defense of such claim or any litigation resulting therefromThird Party Claim, (i) consent to entry of any judgment except with unless (A) the prior judgment provides only for monetary damages to be paid by the Indemnitor or (B) the Indemnitor obtains the written consent of the indemnified partyIndemnitees (which consent shall not be unreasonably withheld), or (ii) consent to entry of any judgment or enter into any settlement (except with the prior written consent of the indemnified party). Notwithstanding the foregoingIndemnitees, any such judgment or settlement which shall contain not be unreasonably withheld) which does not include as an unconditional term thereof the giving by the prosecutor, authority, claimant or the plaintiff plaintiff, as applicable, to the indemnified party Indemnitees a release from all liability in respect of such claim Third Party Claim. In cases where the Indemnitor has, by written instrument delivered to the Indemnitees, assumed the defense or litigationa settlement with respect to a Third Party Claim for which indemnity is being sought, and is not in default, or otherwise unable to perform its obligations, under this Article I, the Indemnitor shall be entitled to assume the defense or settlement thereof with counsel of its own choosing, which counsel shall be reasonably satisfactory to the Indemnitees, provided that the Indemnitees (and their counsel) shall be entitled to continue to participate at their own cost in any such action or proceeding or in any negotiations or proceedings to settle or otherwise eliminate any Third Party Claim for which indemnification is being sought, and the Indemnitor shall consult in good faith with the Indemnitees upon the Indemnitees' request regarding the conduct of such action, proceeding or Third Party Claim. If (1) the Indemnitor does not so assume such defense, or (2) the Indemnitor is in default or otherwise unable to perform its obligations under this Article I, the Indemnitees may assume primary responsibility for the defense of the Third Party Claim, and may select legal counsel reasonably acceptable to the Indemnitor to conduct the defense of such Third Party Claims. If the Indemnitees assume and undertake a defense of any Third Party Claim in accordance with the immediately preceding sentence, the Indemnitor shall be liable to the Indemnitees for any reasonable attorneys' fees and expenses incurred by the Indemnitees in connection with such matter, after receiving notice from the Indemnitees to the effect that they intend to take advantage of the provisions set forth in the immediately preceding sentence; provided, however, that the Indemnitor shall continue to have the right to participate in the defense of any such Third Party Claim and to employ separate counsel in connection therewith, but the fees, costs, and expenses related to such participation shall be at the expense of and paid by the Indemnitor. In the event that the Indemnitees assume primary responsibility for the defense of the Third Party Claim as provided above, the Indemnitor shall continue to pay the legal fees and expenses of counsel for the Indemnitees and the Indemnitor shall not have the right to direct the defense of such Third Party Claim on behalf of the Indemnitees. The Indemnitees shall have the right, with the written consent of the Indemnitor (which consent shall not be unreasonably withheld), to settle or compromise any such action on terms satisfactory to it. Notwithstanding the foregoing provisions of this Section 1.2(b), if the Indemnitor has notified the Indemnitees that the Indemnitor disputes its liability hereunder to the Indemnitees with respect to such Third Party Claim and if such dispute is resolved in favor of the Indemnitor, the Indemnitor will not be required to bear the costs and expenses of the Indemnitees' defense pursuant to this Section 1.2(b) or of the Indemnitor's participation therein at the Indemnitees' request, and the Indemnitees will reimburse the Indemnitor in full for all reasonable costs and expenses (including reasonable attorneys' fees and expenses) incurred by the Indemnitor in connection with such Third Party Claim. If legal counsel separate from that of Indemnitor is needed to represent Indemnitees because a conflict of interest exists or occurs in the defense of a Third Party Claim, the Indemnitees shall have the right to retain not more than one separate legal counsel of Indemnitees' own choice to conduct the defense and all related matters in connection with any such Third Party Claim. Indemnitor agrees to pay the legal fees and expenses of such counsel for the Indemnitees, and such legal counsel shall to the fullest extent consistent with its professional responsibilities cooperate with Indemnitor and any legal counsel designated by Indemnitor. Anything contained in this Agreement to the contrary notwithstanding, Indemnitor shall not be liable to either Indemnitee in respect to any Third Party Claim (including the defense or settlement of any Third Party Claim) to the extent that such Third Party Claim resulted from the willful misconduct or gross negligence, including actions taken or omitted, of any Indemnitee.

Notice and Resolution of Claim. (a) An indemnified party hereunder under this Agreement shall promptly give "Notice" (as hereinafter defined) written notice to the indemnifying party after obtaining knowledge of any third party claim or litigation against the indemnified party as to which recovery may be sought against the indemnifying party because of the indemnity set forth abovein Section 7.2, and, if such indemnity shall arise from specifying in reasonable detail the claim or litigation and the basis for indemnification; provided, however, that the failure of a third the indemnified party promptly to notify the indemnifying party of any such matter shall not release the indemnifying party, in whole or in part, from its obligations under this Article VII except to the extent the indemnified party’s failure to so notify in breach of this paragraph (a) materially prejudices the indemnifying party’s ability to defend against such third party claim or litigation (including but not limited to any prejudice to the indemnifying party’s rights under any applicable insurance policy). The indemnified party shall permit the indemnifying party to assume the defense of any such claim claim, litigation or any litigation resulting from such claim. Failure by the indemnifying party to give Notice to the indemnified party of its election to defend any such claim or action by a third party within fifteen claim. (15b) days after Notice thereof shall have been given to the indemnifying party shall be deemed a waiver by the indemnifying party of its right to defend such claim or action. If the indemnifying party assumes the defense of any such third party claim or litigation resulting therefromlitigation, the obligations of the indemnifying party hereunder as to such claim under this Agreement shall include taking all steps necessary in the investigation, defense or settlement of such claim or litigation resulting therefrom (including the retention of legal counsel) and holding the indemnified party harmless from and against any and all losses, damages and liabilities including, without limitation, attorneys' fees and expenses, losses caused by or arising out of any settlement approved by the indemnifying party or any judgment in connection with such claim or litigation resulting therefromlitigation. The Except with the written consent of the indemnified party (which consent will not be unreasonably withheld or delayed), the indemnifying party shall not, in the defense of such claim or any litigation resulting therefromlitigation, consent to entry of any judgment except with the prior written consent of the indemnified party, or enter into any settlement (except with the prior written consent of the indemnified party). Notwithstanding the foregoing, any such judgment or settlement shall contain i) that does not include as an unconditional term thereof the giving by the claimant or the plaintiff to the indemnified party a complete release from all liability in respect of such claim or litigation, or (ii) the effect of which is to permit any injunction, declaratory judgment, other order or other equitable relief to be entered, directly or indirectly, against any indemnified party. The indemnifying party shall permit the indemnified party to participate in such defense or settlement through counsel chosen by the indemnified party, with the fees and expenses of such counsel borne by the indemnified party. (c) Failure by the indemnifying party to notify the indemnified party of its election to assume the defense of any such claim or litigation by a third party (i) within thirty (30) days after notice thereof has been given to the indemnifying party or (ii) five (5) days prior to the date on which any response is due in connection with such claim or litigation, whichever comes first, shall be deemed a waiver by the indemnifying party of its right to assume the defense of such claim or litigation. If the indemnifying party does not assume the defense of such claim or litigation by a third party, the indemnified party may defend or settle such claim or litigation in such manner as the indemnified party may deem appropriate and may settle such claim or litigation on such terms as it may deem appropriate.

Notice and Resolution of Claim. (i) An indemnified party hereunder (the "Indemnified Party") shall promptly give "Notice" (as hereinafter defined) written notice to the indemnifying party (the "Indemnifying Party") after obtaining knowledge of any third party claim (a "Third Party Claim") against the indemnified party Indemnified Party as to which recovery may be sought against the indemnifying party Indemnifying Party because of the indemnity set forth above; provided, andhowever, if such indemnity that no delay on the part of the Indemnified Party in notifying the Indemnifying Party shall arise relieve the Indemnifying Party from the claim of a third party, shall permit the indemnifying party to assume the defense of any such claim or any litigation resulting from such claim. Failure by the indemnifying party to give Notice obligation hereunder unless (and then solely to the indemnified party extent) the Indemnifying Party is prejudiced thereby. (ii) The Indemnifying Party will have the right to defend the Indemnified Party against any Third Party Claim with counsel of its election choice reasonably satisfactory to defend any such claim or action by a third party the Indemnified Party so long as (w) the Indemnifying Party notifies the Indemnified Party in writing within fifteen thirty (1530) days after Notice thereof shall have been the Indemnified Party has given to the indemnifying party shall be deemed a waiver by the indemnifying party of its right to defend such claim or action. If the indemnifying party assumes the defense notice of such claim or litigation resulting therefrom, Third Party Claim that the obligations of Indemnifying Party will indemnify the indemnifying party hereunder as to such claim shall include taking all steps necessary in the defense or settlement of such claim or litigation resulting therefrom and holding the indemnified party harmless Indemnified Party from and against any and all lossesDamages, as the case may be, the Indemnified Party may suffer resulting from, arising out of, incurred with respect to, relating to, in the nature of, or caused by the Third Party Claim, (x) the Third Party Claim involves only money damages and liabilities includingdoes not seek an injunction or other equitable relief, without limitation(y) settlement of, attorneys' fees and expensesor an adverse judgment with respect to, caused by or arising out of any settlement approved by the indemnifying party or any judgment in connection with such claim or litigation resulting therefrom. The indemnifying party shall Third Party Claim is not, in the good faith judgment of the Indemnified Party, likely to establish a precedential custom or practice materially adverse to the continuing business interests of the Indemnified Party, and (z) the Indemnifying Party conducts the defense of such claim or any litigation resulting therefromthe Third Party Claim actively and diligently. (iii) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 14(c)(ii) hereof, (x) the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim, (y) the Indemnified Party will not consent to the entry of any judgment except or enter into any settlement with respect to the Third Party Claim without the prior written consent of the indemnified partyIndemnifying Party (not to be withheld or delayed unreasonably), (z) the Indemnifying Party will not consent to the entry of any judgment or enter into any settlement (except with respect to the Third Party Claim without the prior written consent of the indemnified party). Notwithstanding the foregoingIndemnified Party (not to be withheld or delayed unreasonably, provided that such consent shall not be deemed to be withheld unreasonably if any such judgment or settlement shall contain does not include as an unconditional term thereof the giving by the claimant or the plaintiff to the indemnified party Indemnified Party of a release from all liability Liability in respect of such claim the Third Party Claim giving rise thereto). (iv) In the event any of the conditions in Section 14(c)(ii) hereof is or litigationbecomes unsatisfied: (x) the Indemnified Party may defend against, and consent to the entry of any judgment or enter into any settlement with respect to, the Third Party Claim in any manner it reasonably may deem appropriate; (y) the Indemnifying Party will reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim (including reasonable attorneys' fees and expenses); and (z) the Indemnifying Party will remain responsible for any and all Damages, as the case may be, the Indemnified Party may suffer resulting from, arising out of, incurred with respect to, relating to, in the nature of, or caused by the Third Party Claim.

Notice and Resolution of Claim. An indemnified party hereunder shall promptly give "Notice" (as hereinafter defined) notice to the indemnifying party after obtaining knowledge of any claim against the indemnified party as to which recovery may be sought against the indemnifying party because of the indemnity set forth above, and, if such indemnity shall arise from the claim of a third party, shall permit the indemnifying party to assume the defense of any such claim or any litigation resulting from such claim. Failure by the indemnifying party to give Notice to notify the indemnified party of its election to defend any such claim or action by a third party within fifteen thirty (1530) days after Notice notice thereof shall have been given to the indemnifying party shall be deemed a waiver by the indemnifying party of its right to defend such claim or action. If the indemnifying party assumes the defense of such claim or litigation resulting therefrom, the obligations of the indemnifying party hereunder as to such claim shall include taking all reasonable steps necessary in the defense or settlement of such claim or litigation resulting therefrom and defending and holding the indemnified party harmless from and against any and all losses, damages and liabilities including, without limitation, attorneys' fees and expenses, caused by or arising out of any settlement approved by the indemnifying party or any judgment in connection with such claim or litigation resulting therefrom. The indemnifying party shall not, in the defense of such claim or any litigation resulting therefrom, consent to the entry of any judgment (except with the prior written consent of the indemnified party), or enter into any settlement (except with the prior written consent of the indemnified party). Notwithstanding , which does not include, as to the foregoing, any such judgment or settlement shall contain indemnified party and as an unconditional term thereof the giving thereof, a release by the claimant or the plaintiff to the indemnified third party a release from any and all liability in respect of such claim or litigation. The indemnified party will cooperate reasonably in the defense of the action or claim.

Notice and Resolution of Claim. An indemnified party hereunder (a) The Seller Indemnified Parties or the Purchaser Indemnified Parties (each, an "INDEMNIFIED PARTY"), as the case may be, shall promptly give "Notice" (as hereinafter defined) written notice to the indemnifying party (the "INDEMNIFYING PARTY") after obtaining knowledge of any third party claim or Litigation against the indemnified party Indemnified Party or as to which recovery may be sought against the indemnifying party Indemnifying Party because of the indemnity indemnities set forth abovein Sections 7.2 or 7.3, andspecifying in reasonable detail the third party claim or Litigation and the basis for indemnification; provided, if that the failure of an Indemnified Party promptly to notify the Indemnifying Party of any such indemnity matter shall arise not release the indemnifying party, in whole or in part, from its obligations under this Article VII except to the extent the Indemnified Party's failure to so notify in breach of this Section 7.4 materially prejudices the Indemnifying Party's ability to defend against such third party claim or Litigation. The Indemnifying Party shall have the right to assume the defense of any such third party claim (other than (i) claims with respect to Litigation, (A) pending or threatened as of the Closing or (B) otherwise related to the ordinary course conduct of the Business prior to the Closing of a third partynature typically tendered by the Companies to their errors and omissions insurance carrier and actually tendered to the carrier under the insurance policy referred to in Section 2.4(a)(xvii) (the "PRE-CLOSING LITIGATION") other than as set forth on Schedule 7.4 and (ii) with respect to Taxes which are covered by Article VI), shall permit at its own cost and expense, with counsel reasonably acceptable to the indemnifying party Indemnified Party by giving written notice to the Indemnified Party of its agreement to assume such defense within the lesser of (i) thirty (30) days after notice thereof has been given to the Indemnifying Party, and (ii) three (3) Business Days prior to the date required to answer or respond to any such claim (the "ELECTION PERIOD"). Failure by the Indemnifying Party to notify the Indemnified Party of its election to assume the defense of any such claim or any litigation resulting from such claim. Failure by the indemnifying party to give Notice to the indemnified party of its election to defend any such claim or action by a third party within fifteen (15) days after Notice thereof shall have been given to the indemnifying party Election Period shall be deemed a waiver by the indemnifying party Indemnifying Party of its right to assume the defense of such claim, in which case the Indemnified Party may defend or settle such claim in such manner and on such terms as the Indemnified Party may deem appropriate and any Damages of the Indemnified Party shall be the liability of the Indemnifying Party hereunder. (b) The Purchaser shall manage the Pre-Closing Litigation in the ordinary course and shall reasonably defend or actionsettle such claims. The Purchaser shall not enter into any settlement of Pre-Closing Litigation without the consent of the Seller (not to be unreasonably withheld) if the amount to be paid in settlement of such claim is not covered by insurance (excluding any deductible). (c) If the indemnifying party Indemnifying Party assumes the defense of any such claim or litigation resulting therefromthird party claim, the obligations of the indemnifying party hereunder as to such claim Indemnifying Party under this Agreement shall include taking all steps necessary in the investigation, defense or settlement of such claim or litigation resulting therefrom (including the retention of legal counsel) and holding the indemnified party Indemnified Party harmless from and against any and all losses, damages and liabilities including, without limitation, attorneys' fees and expenses, Damages caused by or arising out of any settlement approved by the indemnifying party Indemnifying Party or any judgment in connection with such claim or litigation resulting therefromclaim. The indemnifying party Indemnifying Party shall not, in the defense of such claim or any litigation resulting therefromclaim, consent to entry of any judgment (except with the prior written consent of the indemnified partyIndemnified Party), or enter into any settlement (except with the prior written consent of the indemnified party). Notwithstanding the foregoing, any such judgment or settlement shall contain Indemnified Party): (i) that does not include as an unconditional term thereof the giving by the claimant or the plaintiff to the indemnified party Indemnified Party(ies) a complete release from all liability of the Indemnified Party(ies) in respect of such claim; or (ii) the effect of which is to permit any injunction, declaratory judgment, other order or other equitable relief to be entered, directly or indirectly, against any Indemnified Party, or admit to any wrongdoing, whether civil or criminal in nature. The Indemnifying Party shall notify the Indemnified Party as to the existence of any offers to settle such claim, and the Indemnifying Party shall not settle a claim, or refuse to settle a claim, if to the knowledge of the Indemnifying Party (after notifying and consulting with the Indemnified Party) such action or inaction would reasonably be expected to have a materially adverse impact on the Indemnified Party or the Business. The Indemnifying Party shall permit the Indemnified Party to participate in such defense or settlement through counsel chosen by the Indemnified Party, with the fees and expenses of such counsel borne by the Indemnified Party. The Indemnified Party shall cooperate with the Indemnifying Party in the defense or settlement thereof, and the Indemnifying Party shall reimburse the Indemnified Party for all its reasonable out-of-pocket expenses in connection therewith. If the Indemnifying Party elects to direct the defense of any such claim or litigationproceeding, the Indemnified Party shall not pay any part of any claim or demand arising from such asserted liability unless the Indemnifying Party consents in writing (such consent not to be unreasonably withheld) to such payment or unless the Indemnifying Party withdraws from the defense of such asserted liability or unless a final judgment is entered against the Indemnified Party for such liability. (d) The Purchaser agrees to cooperate, and to cause each of the Companies to cooperate, with the Seller in connection with the investigation, negotiation, preparation for and/or defense of any third party claim subject to indemnity hereunder, which cooperation shall include providing the Seller with access to their employees and agents and with access to and the opportunity to copy and otherwise use any documents or other records held by any of them or otherwise under their control, in each case as the Seller may reasonably request. In addition, the Purchaser agrees to make available to the Seller those documents within its possession or control relating to any Claim (as defined in the Consent Agreement) that may be requested by the Seller, acting reasonably, to the extent required to be made available to JMB Southeast Development, L.L.C., St. Xxx/Arvida Company, L.P. and their respective Affiliates under the Consent Agreement in connection with any Claim; provided, that no such information that is proprietary, competitive or of another sensitive nature shall be required to be provided by the Purchaser hereunder unless the Seller and JMB Southeast Development, L.L.C., St. Xxx/Arvida Company, L.P. and their respective Affiliates, as applicable, enter into customary confidentiality arrangements for the benefit of the Purchaser acceptable to the Purchaser acting reasonably. The Seller agrees to reimburse the Purchaser and the Companies for all reasonable out-of-pocket expenses incurred by them in connection with the foregoing. (e) If the Indemnified Party has been fully indemnified by the Indemnifying Party for its Damages in respect of a third party claim and the Indemnified Party has a cause of action against the third party raising the claim or another third party, then the Indemnified Party shall assign any such claim to the Indemnifying Party, to the extent any such claim is capable of assignment and without making any representation as to or bearing any responsibility for the effectiveness of such assignment.

Notice and Resolution of Claim. An (a) The Licensor Indemnified Parties or the Licensee Indemnified Parties to be indemnified party hereunder (each, an "Indemnified Party"), as the case may be, shall promptly give "Notice" (as hereinafter defined) written notice to the indemnifying party (the "Indemnifying Party") after obtaining knowledge of any third party claim against the indemnified party Indemnified Party as to which recovery may be sought against the indemnifying party Indemnifying Party because of the indemnity indemnities set forth abovein Sections 13.1 or 13.2, andspecifying in good faith and in reasonable detail the third party claim including, if to the extent reasonably practicable, an estimate of Damages claimed, and the basis for indemnification; provided, that the failure of an Indemnified Party promptly to notify the Indemnifying Party of any such indemnity matter shall arise not release the Indemnifying Party, in whole or in part, from its obligations under this Article 13 except to the claim extent the Indemnified Party's failure to so notify in breach of a third party, this Section 13.5 actually prejudices the Indemnifying Party. The Indemnifying Party shall permit have the indemnifying party right to assume the defense of any such third party claim or any litigation resulting from such claim. Failure at its own cost and expense with counsel selected by the indemnifying party Indemnifying Party (as to give Notice which the Indemnified Party has not promptly and reasonably objected) by giving written notice to the indemnified Indemnified Party of its intention to assume such defense within the lesser of (i) thirty (30) days after notice thereof has been given to the Indemnifying Party, and (ii) five (5) Business Days prior to the date required to answer or respond to any such claim (the "Election Period"). Commencing on the beginning of and during the Election Period, the Indemnified Party agrees to make available to the Indemnifying Party and its authorized representatives the information relied upon by the Indemnified Party to substantiate the third party claim, as well as any other information bearing thereon reasonably requested by the Indemnifying Party. If the Indemnifying Party fails to notify the Indemnified Party of its election to defend assume the defense of any such third party claim within the Election Period, then the Indemnified Party shall defend or action by settle such third party claim in a diligent and commercially reasonable manner and in good faith and may settle such third party claim on such terms as the Indemnified Party may deem appropriate; provided, however, that such Indemnified Party shall not, in defense of such a third party within fifteen claim, be permitted to admit any liability with respect to, or consent to the entry of any judgment or enter into any settlement with respect to, any such third party claim without the prior written consent of the Indemnifying Party (15which consent shall not be unreasonably withheld or delayed), and the Indemnifying Party will not be subject to any liability for any such admission, settlement, compromise, discharge or consent to judgment made by an Indemnified Party without such prior written consent of the Indemnifying Party. An Indemnifying Party may participate in (but not control) days after Notice thereof any defense assumed by an Indemnified Party pursuant to this Section 13.5(a), and an Indemnifying Party will bear its own costs and expenses with respect to such participation. Notwithstanding the foregoing, an Indemnifying Party shall have been given to the indemnifying party shall be deemed a waiver by the indemnifying party of its right to defend assume the defense of such third party claim at any time prior to settlement, compromise or action. final determination thereof; provided, however, that an Indemnifying Party shall pay all fees and expenses incurred by an Indemnified Party prior to such Indemnifying Party's assumption of such defense. (b) If the indemnifying party Indemnifying Party assumes the defense of any such claim or litigation resulting therefromthird party claim, the obligations of the indemnifying party hereunder as to such claim Indemnifying Party under this Article 13 shall include taking all steps deemed necessary by the Indemnifying Party, acting in good faith, in the investigation, defense or settlement of such third party claim or litigation resulting therefrom (including the retention of legal counsel) and holding the indemnified party Indemnifying Party shall, as a condition to assuming such defense, acknowledge that it will hold the Indemnified Party harmless from and against any and all losses, damages and liabilities including, without limitation, attorneys' fees and expenses, Damages caused by or arising out of any settlement approved by the indemnifying party Indemnifying Party or any judgment in connection with such claim or litigation resulting therefrom(subject to the applicable deductibles and limitations set forth in Section 13.4). The indemnifying Indemnifying Party shall notify the Indemnified Party as to the existence of any offers to settle such third party claim, and the Indemnifying Party shall not settle a third party claim if to the knowledge of the Indemnifying Party (after notifying and consulting with the Indemnified Party) such action would reasonably be expected to have a materially adverse impact on the Indemnified Party; otherwise the Indemnifying Party shall have full control of such defense and settlement, including any compromise or settlement thereof; provided, however, that such Indemnifying Party shall permit the Indemnified Party to participate in (but not control) such defense or settlement through separate counsel chosen by such Indemnified Party, with the fees and expenses of such participation and separate counsel borne solely by such Indemnified Party. The Indemnifying Party shall not, in the defense of a third party claim, make any payment of any of such claim or any litigation resulting therefromclaims, consent to the entry of any judgment except or enter into any settlement with respect to any third party claim without the prior written consent of the indemnified party, Indemnified Party (which consent shall not be unreasonably withheld or enter into any delayed) unless the judgment or proposed settlement (except with i) involves only the prior written consent payment of the indemnified party). Notwithstanding the foregoingmoney damages and does not involve any finding or admission of any violation of law, any such judgment or settlement shall contain (ii) includes, as an unconditional term thereof the giving thereof, a release of such Indemnified Party given by the claimant or the plaintiff from any liabilities arising from such third party claim, and (iii) does not impose an injunction or other equitable relief, directly or indirectly, upon such Indemnified Party or result in an admission of any wrongdoing by the Indemnified Party. The Indemnified Party shall cooperate with the Indemnifying Party in the defense or settlement thereof, and the Indemnifying Party shall reimburse the Indemnified Party for all its reasonable out-of-pocket expenses in connection therewith. (c) Indemnified Parties and Indemnifying Parties shall cooperate reasonably in all aspects of any investigation, defense, pre-trial activities, trial compromise, settlement or discharge of any third party claim, including, without limitation, by providing the other party with reasonable access to employees, directors and officers (as witnesses) and other information. (d) All indemnity payments owed under this Article 13 ("Indemnity Payments"), shall be paid in immediately available funds within ten (10) Business Days after final determination (which is final in the sense that it is no longer subject to appeal) and written request therefor by the Indemnified Party. All such Indemnity Payments shall be made to the indemnified accounts and in the manner specified in writing by the party a release from all liability in respect of entitled to such claim or litigation.Indemnity

Notice and Resolution of Claim. (a) An indemnified party hereunder under this Agreement shall promptly give "Notice" (as hereinafter defined) written notice to the indemnifying party after obtaining knowledge of any third party claim or litigation against the indemnified party as to which recovery may be sought against the indemnifying party because of the indemnity set forth abovein Sections 7.2 or 7.3, and, if such indemnity shall arise from specifying in reasonable detail the claim or litigation and the basis for indemnification; provided, however, that the failure of a third the indemnified party promptly to notify the indemnifying party of any such matter shall not release the indemnifying party, in whole or in part, from its obligations under this Article VII except to the extent the indemnified party’s failure to so notify in breach of this subsection (a) materially prejudices the indemnifying party’s ability to defend against such third party claim or litigation. The indemnified party shall permit the indemnifying party to assume the defense of any such claim claim, litigation or any litigation resulting from such claim. Failure by the indemnifying party to give Notice to the indemnified party of its election to defend any such claim or action by a third party within fifteen claim. (15b) days after Notice thereof shall have been given to the indemnifying party shall be deemed a waiver by the indemnifying party of its right to defend such claim or action. If the indemnifying party assumes the defense of any such third party claim or litigation resulting therefromlitigation, the obligations of the indemnifying party hereunder as to such claim under this Agreement shall include taking all steps necessary in consist of actively and diligently conducting the investigation, defense or settlement of such claim or litigation resulting therefrom and (including the retention of legal counsel) and, to the extent the indemnified party is entitled to indemnification, holding the indemnified party harmless from and against any and all losses, damages and liabilities including, without limitation, attorneys' fees and expenses, losses caused by or arising out of any settlement approved by the indemnifying party or any judgment in connection with such claim or litigation resulting therefromlitigation, to the extent of such indemnification obligation. The indemnifying party shall not, in the defense of such claim or any litigation resulting therefromlitigation, consent to entry of any judgment (except with the prior written consent of the indemnified party, ) or enter into any settlement (except with the prior written consent of the indemnified party). Notwithstanding the foregoing, any such judgment or settlement shall contain ): (i) that does not include as an unconditional term thereof the giving by the claimant or the plaintiff to the indemnified party a complete release from from, all liability in respect of such claim or litigation, or (ii) in the good faith judgment of the indemnified party, the effect of which is to permit any injunction, declaratory judgment, other order or other equitable relief to be entered, directly or indirectly, against any indemnified party which would likely be adverse to the continuing business interests of such indemnified party. The indemnifying party shall permit the indemnified party to participate in such defense or settlement through counsel chosen by the indemnified party, with the fees and expenses of such counsel borne by the indemnified party. (c) Failure by the indemnifying party to notify the indemnified party of its election to assume the defense of any such claim or litigation by a third party within thirty (30) days after notice thereof has been given to the indemnifying party shall be deemed a waiver by the indemnifying party of its right to assume the defense of such claim or litigation. If the indemnifying party does not assume the defense of such claim or litigation by a third party, the indemnified party may defend or settle such claim or litigation in such matter as the indemnified party may deem appropriate and may settle such claim or litigation on such terms as it may deem appropriate. (d) If any matter as to which a Purchaser Indemnified Party may be able to assert a claim for Damages under this Article VII is pending or unresolved, or any other matter as to which such Purchaser Indemnified Party actually or potentially may suffer Damages exists, at the time any payment of the Escrow Amount or the Earnout Amounts, as applicable, is due from Parent or Purchaser to the Seller or the Shareholders, whether pursuant to Section 3.4(a), Section 3.4(b) or otherwise, Parent or Purchaser shall have the right, in addition to other rights and remedies and methods of recovery (whether under this Agreement or pursuant to applicable law), to withhold, or instruct and cause the Escrow Agent to withhold, from such payment an amount equal to the claim until such matters are resolved. If it is finally determined that such claims are covered by this Article VII, the amount of such claims, to the extent indemnification applies, may be obtained from the Seller or Shareholders or offset against the Escrow Amount or the Earnout Amounts, as applicable, and the remainder of the Escrow Amount or the Earnout Amounts, if any, shall be delivered to the Shareholders pursuant to the Escrow Agreement, Section 3.3(d) or Section 3.4, as applicable. If any matter as to which a Purchaser Indemnified Party has asserted a claim for Damages under this Article VII that is resolved in such Purchaser Indemnified Party’s favor, Parent or Purchaser shall have the right, in addition to other rights and remedies and methods of recovery (whether under this Agreement or pursuant to applicable law), to instruct and cause the Escrow Agent to release and pay to Parent or Purchaser, the amount of such claim, to the extent indemnification applies with respect thereto, in accordance with the Escrow Agreement.

Notice and Resolution of Claim. An (a) The Seller Indemnified Parties or the Purchaser Indemnified Parties to be indemnified party hereunder (each, an "Indemnified Party"), as the case may be, shall promptly give "Notice" (as hereinafter defined) written notice to the indemnifying party (the "Indemnifying Party") after obtaining knowledge of any third party claim against the indemnified party Indemnified Party (including, in the case of the Purchaser, any such claim against the Company of the type generally covered by errors and omissions insurance policies) as to which recovery may be sought against the indemnifying party Indemnifying Party because of the indemnity indemnities set forth abovein Sections 7.2 or 7.3, andspecifying in good faith and in reasonable detail the third party claim including, if to the extent reasonably practicable, an estimate of Damages claimed, and the basis for indemnification; provided, that the failure of an Indemnified Party promptly to notify the Indemnifying Party of any such indemnity matter shall arise not release the Indemnifying Party, in whole or in part, from its obligations under this Article VII except to the claim extent the Indemnified Party's failure to so notify in breach of a third party, this Section 7.5 actually prejudices the Indemnifying Party. The Indemnifying Party shall permit have the indemnifying party right to assume the defense of any such third party claim or any litigation resulting from such claim. Failure at its own cost and expense with counsel selected by the indemnifying party Indemnifying Party (as to give Notice which the Indemnified Party has not promptly and reasonably objected) by giving written notice to the indemnified Indemnified Party of its intention to assume such defense within the lesser of (i) thirty (30) days after notice thereof has been given to the Indemnifying Party, and (ii) five (5) Business Days prior to the date required to answer or respond to any such claim (the "Election Period"). Commencing on the beginning of and during the Election Period, the Indemnified Party agrees to make available to the Indemnifying Party and its authorized representatives the information relied upon by the Indemnified Party to substantiate the third party claim, as well as any other information bearing thereon reasonably requested by the Indemnifying Party. If the Indemnifying Party fails to notify the Indemnified Party of its election to defend assume the defense of any such third party claim within the Election Period, then the Indemnified Party shall defend or action by settle such third party claim in a diligent and commercially reasonable manner and in good faith and may settle such third party claim on such terms as the Indemnified Party may deem appropriate; provided, however, that such Indemnified Party shall not, in defense of such a third party within fifteen claim, be permitted to admit any liability with respect to, or consent to the entry of any judgment or enter into any settlement with respect to, any such third party claim without the prior written consent of the Indemnifying Party (15which consent shall not be unreasonably withheld or delayed), and the Indemnifying Party will not be subject to any liability for any such admission, settlement, compromise, discharge or consent to judgment made by an Indemnified Party without such prior written consent of the Indemnifying Party. An Indemnifying Party may participate in (but not control) days after Notice thereof any defense assumed by an Indemnified Party pursuant to this Section 7.5(a), and an Indemnifying Party will bear its own costs and expenses with respect to such participation. Notwithstanding the foregoing, an Indemnifying Party shall have been given to the indemnifying party shall be deemed a waiver by the indemnifying party of its right to defend assume the defense of such third party claim at any time prior to settlement, compromise or action. final determination thereof; provided, however, that an Indemnifying Party shall pay all fees and expenses incurred by an Indemnified Party prior to such Indemnifying Party's assumption of such defense. (b) If the indemnifying party Indemnifying Party assumes the defense of any such claim or litigation resulting therefromthird party claim, the obligations of the indemnifying party hereunder as to such claim Indemnifying Party under this Article VII shall include taking all steps deemed necessary by the Indemnifying Party, acting in good faith, in the investigation, defense or settlement of such third party claim or litigation resulting therefrom (including the retention of legal counsel) and holding the indemnified party Indemnifying Party shall, as a condition to assuming such defense, acknowledge that it will hold the Indemnified Party harmless from and against any and all losses, damages and liabilities including, without limitation, attorneys' fees and expenses, Damages caused by or arising out of any settlement approved by the indemnifying party Indemnifying Party or any judgment in connection with such claim or litigation resulting therefrom(subject to the applicable deductibles, caps and limitations set forth in Section 7.4). The indemnifying Indemnifying Party shall notify the Indemnified Party as to the existence of any offers to settle such third party claim, and the Indemnifying Party shall not settle a third party claim if to the knowledge of the Indemnifying Party (after notifying and consulting with the Indemnified Party) such action would reasonably be expected to have a materially adverse impact on the Indemnified Party or the Business; otherwise the Indemnifying Party shall have full control of such defense and settlement, including any compromise or settlement thereof; provided, however, that such Indemnifying Party shall permit the Indemnified Party to participate in (but not control) such defense or settlement through separate counsel chosen by such Indemnified Party, with the fees and expenses of such participation and separate counsel borne solely by such Indemnified Party. The Indemnifying Party shall not, in the defense of a third party claim, make any payment of any of such claim or any litigation resulting therefromclaims, consent to the entry of any judgment except or enter into any settlement with respect to any third party claim without the prior written consent of the indemnified party, Indemnified Party (which consent shall not be unreasonably withheld or enter into any delayed) unless the judgment or proposed settlement (except with i) involves only the prior written consent payment of the indemnified party). Notwithstanding the foregoingmoney damages and does not involve any finding or admission of any violation of law, any such judgment or settlement shall contain (ii) includes, as an unconditional term thereof the giving thereof, a release of such Indemnified Party given by the claimant or the plaintiff from any liabilities arising from such third party claim, and (iii) does not impose an injunction or other equitable relief, directly or indirectly, upon such Indemnified Party or result in an admission of any wrongdoing by the Indemnified Party. The Indemnified Party shall cooperate with the Indemnifying Party in the defense or settlement thereof, and the Indemnifying Party shall reimburse the Indemnified Party for all its reasonable out-of-pocket expenses in connection therewith. (c) Indemnified Parties and Indemnifying Parties shall cooperate reasonably in all aspects of any investigation, defense, pre-trial activities, trial compromise, settlement or discharge of any third party claim, including, without limitation, by providing the other party with reasonable access to employees, directors and officers (as witnesses) and other information. (d) With respect to any Damages as to which an Indemnified Party has the right to receive Recoveries, the Indemnified Party shall at its option either: (i) use commercially reasonable efforts to collect, at the Indemnifying Party's expense, any such Recoveries or (ii) assign any such right to receive Recoveries to the indemnified party a release from all liability in respect Indemnifying Party, to the extent any such claim is capable of assignment and without making any representation as to or bearing any responsibility for the effectiveness of such claim assignment. To the extent the Indemnified Party collects any Recoveries with respect to Damages, the amount of Damages to be paid by the Indemnifying Party shall be reduced by the amount of Recoveries so collected. In the event that the Indemnified Party collects any Recoveries with respect to Damages as to which the Indemnified Party previously received payments from the Indemnifying Party pursuant to this Article VII, the Indemnified Party shall transfer to the Indemnifying Party the amount of such Recoveries collected, up to the amount of Damages paid in connection therewith by the Indemnifying Party. (e) Notwithstanding anything to the contrary in this Agreement, Section 6.5 shall apply exclusively to all third party claims with regard to Taxes of or litigationrelating to the Company.

Notice and Resolution of Claim. An (a) Subject to the provisions of Section 8.4 below, an indemnified party hereunder under this Agreement shall promptly give "Notice" (as hereinafter defined) notice to the indemnifying party after obtaining knowledge of any claim third party Claim or litigation against the indemnified party as to which recovery may be sought against the indemnifying party because of the indemnity set forth abovein Section 8.2, andspecifying in reasonable detail the Claim or litigation and the basis for indemnification; provided, if however, that the failure of the indemnified party promptly to notify the indemnifying party of any such indemnity matter shall arise from not release the claim of a third indemnifying party, in whole or in part, from its obligations under this Article VIII, except to the extent the indemnified party’s failure to so notify in breach of this Section 8.3(a) either (i) materially prejudices the indemnifying party’s ability to defend against such third party Claim or litigation (including but not limited to any prejudice to the indemnifying party’s rights under any applicable insurance policy) or (ii) relates to a matter as to which the period of survival specified in Section 8.1 has expired. The indemnified party shall permit the indemnifying party to assume the defense of any such claim Claim, litigation or any litigation resulting from such claim. Failure by third party Claim, provided that the indemnifying party has acknowledged such party’s indemnification obligations under Section 8.2 with respect to give Notice to the indemnified party of its election to defend any such claim or action by a third party within fifteen (15) days after Notice thereof shall have been given Claim, subject to the indemnifying party shall be deemed a waiver by the indemnifying party party’s reservation of its right all rights with respect to defend any such claim or action. Claim. (b) If the indemnifying party assumes the defense of any such claim third party Claim or litigation resulting therefromas permitted by Section 8.3(a) above, the obligations of the indemnifying party hereunder as to such claim under this Agreement shall include taking all steps necessary in the investigation, defense or settlement of such claim Claim or litigation resulting therefrom (including the retention of legal counsel) and holding the indemnified party harmless from and against any and all losses, damages and liabilities including, without limitation, attorneys' fees and expenses, losses caused by or arising out of any settlement approved by the indemnifying party or any judgment in connection with such claim Claim or litigation resulting therefromlitigation. The Except with the written consent of the indemnified party (which consent will not be unreasonably withheld or delayed), the indemnifying party shall not, in the defense of such claim Claim or any litigation resulting therefromlitigation, consent to entry of any judgment except with the prior written consent of the indemnified party, or enter into any settlement (except with the prior written consent of the indemnified party). Notwithstanding the foregoing, any such judgment or settlement shall contain i) that does not include as an unconditional term thereof the giving by the claimant or the plaintiff to the indemnified party a complete release from all liability in respect of such claim Claim or litigation, or (ii) the effect of which is to permit any injunction, declaratory judgment, other order or other equitable relief to be entered, directly or indirectly, against any indemnified party or admit to any wrongdoing, whether civil or criminal in nature. The indemnifying party shall permit the indemnified party to participate in such defense or settlement through counsel chosen by the indemnified party, with the fees and expenses of such counsel borne by the indemnified party. (c) Failure by the indemnifying party to notify the indemnified party of its election to assume the defense of any such Claim or litigation by a third party (i) within 30 days after the indemnified parties has given notice thereof to the indemnifying party or (ii) five Business Days prior to the date on which any response is legally required to preserve the rights of the indemnified party in connection with Litigation, whichever comes first, shall be deemed a waiver by the indemnifying party of its right to assume the defense of such Claim or litigation; provided that the indemnified party has provided adequate notice to the indemnifying party of the Claim. If the indemnifying party does not assume the defense of such Claim or litigation by a third party, the indemnified party may defend or settle such Claim or litigation in such manner as the indemnified party may deem reasonably appropriate without the consent of the indemnifying party.

Notice and Resolution of Claim. (a) An indemnified party hereunder under this Agreement shall promptly give "Notice" (as hereinafter defined) written notice to the indemnifying party after obtaining knowledge of any third party claim or litigation against the indemnified party as to which recovery may be sought against the indemnifying party because of the indemnity set forth abovein Sections 7.2 and 7.3, and, if such indemnity shall arise from specifying in reasonable detail the claim or litigation and the basis for indemnification; provided, however, that the failure of a third the indemnified party promptly to notify the indemnifying party of any such matter shall not release the indemnifying party, in whole or in part, from its obligations under this Article VII except to the extent the indemnified party’s failure to so notify in breach of this paragraph (a) materially prejudices the indemnifying party’s ability to defend against such third party claim or litigation. The indemnified party shall permit the indemnifying party to assume the defense of any such claim claim, litigation or any litigation resulting from such claim. Failure by the indemnifying party to give Notice to the indemnified party of its election to defend any such claim or action by a third party within fifteen claim. (15b) days after Notice thereof shall have been given to the indemnifying party shall be deemed a waiver by the indemnifying party of its right to defend such claim or action. If the indemnifying party assumes the defense of any such third party claim or litigation resulting therefromlitigation, the obligations of the indemnifying party hereunder as to such claim under this Agreement shall include taking all steps necessary in the investigation, defense or settlement of such claim or litigation resulting therefrom (including the retention of legal counsel) and holding the indemnified party harmless from and against any and all losses, damages and liabilities including, without limitation, attorneys' fees and expenses, losses caused by or arising out of any settlement approved by the indemnifying party or any judgment in connection with such claim or litigation resulting therefromlitigation. The indemnifying party shall not, in the defense of such claim or any litigation resulting therefromlitigation, consent to entry of any judgment (except with the prior written consent of the indemnified party, ) or enter into any settlement (except with the prior written consent of the indemnified party). Notwithstanding the foregoing, any such judgment or settlement shall contain ): (i) that does not include as an unconditional term thereof the giving by the claimant or the plaintiff to the indemnified party a complete release from from, all liability in respect of such claim or litigation, or (ii) the effect of which is to permit any injunction, declaratory judgment, other order or other equitable relief to be entered, directly or indirectly, against any indemnified party. The indemnifying party shall permit the indemnified party to participate in such defense or settlement through counsel chosen by the indemnified party, with the fees and expenses of such counsel borne by the indemnified party. (c) Failure by the indemnifying party to notify the indemnified party of its election to assume the defense of any such claim or litigation by a third party within thirty (30) days after notice thereof has been given to the indemnifying party shall be deemed a waiver by the indemnifying party of its right to assume the defense of such claim or litigation. If the indemnifying party does not assume the defense of such claim or litigation by a third party, the indemnified party may defend or settle such claim or litigation in such matter as the indemnified party may deem appropriate and may settle such claim or litigation on such terms as it may deem appropriate. (d) If any matter as to which a Purchaser Indemnified Party may be able to assert a claim for Damages under this Article VII is pending or unresolved, or any other matter as to which such Purchaser Indemnified Party actually or potentially may suffer Damages exists, at the time any payment of the Earnout Amount or any portion of the Escrow Amount, as applicable to the Members, whether pursuant to Section 3.4(a), Section 3.4(b) or otherwise, the Purchaser shall have the right, in addition to other rights and remedies and methods of recovery (whether under this Agreement or pursuant to applicable law), to withhold from such payment an amount equal to the claim until such matters are resolved. If it is finally determined that such claims are covered by this Article VII, the amount of such claims may be offset against the Earnout Amount or paid from the Escrow Account, as applicable, and the remainder of the Escrow Amount or the Earnout Amount, if any, shall be delivered to the Members pursuant to the terms of this Agreement and the Escrow Agreement, if applicable.

Notice and Resolution of Claim. (a) An indemnified party hereunder under this Agreement shall promptly give "Notice" (as hereinafter defined) written notice to the indemnifying party after obtaining knowledge of any third party claim or litigation against the indemnified party as to which recovery may be sought against the indemnifying party because of the indemnity set forth abovein Sections 9.2 through 9.5, and, if such indemnity shall arise from specifying in reasonable detail the claim or litigation and the basis for indemnification; provided, however, that the failure of a third the indemnified party promptly to notify the indemnifying party of any such matter shall not release the indemnifying party, in whole or in part, from its obligations under this Article IX except to the extent the indemnified party's failure to so notify in breach of this Section 9.6(a) materially prejudices the indemnifying party's ability to defend against such third party claim or litigation. The indemnified party shall permit the indemnifying party to assume the defense of any such claim claim, litigation or any litigation resulting from such claim. Failure by the indemnifying party to give Notice to the indemnified party of its election to defend any such claim or action by a third party within fifteen claim. (15b) days after Notice thereof shall have been given to the indemnifying party shall be deemed a waiver by the indemnifying party of its right to defend such claim or action. If the indemnifying party assumes the defense of any such third party claim or litigation resulting therefromlitigation, the obligations of the indemnifying party hereunder as to such claim under this Agreement shall include taking all steps necessary in the investigation, defense or settlement of such claim or litigation resulting therefrom (including the retention of legal counsel) and holding the indemnified party harmless from and against any and all losses, damages and liabilities including, without limitation, attorneys' fees and expenses, losses caused by or arising out of any settlement approved by the indemnifying party or any judgment in connection with such claim or litigation resulting therefromlitigation. The indemnifying party shall not, in the defense of such claim or any litigation resulting therefromlitigation, consent to entry of any judgment (except with the prior written consent of the indemnified party, ) or enter into any settlement (except with the prior written consent of the indemnified party). Notwithstanding the foregoing, any such judgment or settlement shall contain ): (i) that does not include as an unconditional term thereof the giving by the claimant or the plaintiff to the indemnified party a complete release from from, all liability in respect of such claim or litigation, or (ii) the effect of which is to permit any injunction, declaratory judgment, other order or other equitable relief to be entered, directly or indirectly, against any indemnified party. The indemnifying party shall permit the indemnified party to participate in such defense or settlement through counsel chosen by the indemnified party, with the fees and expenses of such counsel borne by the indemnified party. (c) Failure by the indemnifying party to notify the indemnified party of its election to assume the defense of any such claim or litigation by a third party within 30 days after notice thereof has been given to the indemnifying party shall be deemed a waiver by the indemnifying party of its right to assume the defense of such claim or litigation. If the indemnifying party does not assume the defense of such claim or litigation by a third party, the indemnified party may defend or settle such clam or litigation in such matter as the indemnified party may deem appropriate and may settle such claim or litigation on such terms as it may deem appropriate. (d) The parties agree that they will cooperate with any other party's reasonable requests in such party's assertion of rights under the Xxxxx Indemnity.

Notice and Resolution of Claim. (a) An indemnified party hereunder under this Agreement shall promptly give "Notice" (as hereinafter defined) written notice to the indemnifying party after obtaining knowledge of any third party claim or litigation against the indemnified party as to which recovery may be sought against the indemnifying party because of the indemnity set forth abovein Sections 8.2 and 8.3, and, if such indemnity shall arise from specifying in reasonable detail the claim or litigation and the basis for indemnification; provided, however, that the failure of a third the indemnified party promptly to notify the indemnifying party of any such matter shall not release the indemnifying party, in whole or in part, from its obligations under this Article VIII except to the extent the indemnified party's failure to so notify in breach of this Section 8.4(a) materially prejudices the indemnifying party's ability to defend against such third party claim or litigation. The indemnified party shall permit the indemnifying party to assume the defense of any such claim claim, litigation or any litigation resulting from such claim. Failure by the indemnifying party to give Notice to the indemnified party of its election to defend any such claim or action by a third party within fifteen claim. (15b) days after Notice thereof shall have been given to the indemnifying party shall be deemed a waiver by the indemnifying party of its right to defend such claim or action. If the indemnifying party assumes the defense of any such third party claim or litigation resulting therefromlitigation, the obligations of the indemnifying party hereunder as to such claim under this Agreement shall include taking all steps necessary in the investigation, defense or settlement of such claim or litigation resulting therefrom (including the retention of legal counsel) and holding the indemnified party harmless from and against any and all losses, damages and liabilities including, without limitation, attorneys' fees and expenses, losses caused by or arising out of any settlement approved by the indemnifying party or any judgment in connection with such claim or litigation resulting therefromlitigation. The indemnifying party shall not, in the defense of such claim or any litigation resulting therefromlitigation, consent to entry of any judgment (except with the prior written consent of the indemnified party, ) or enter into any settlement (except with the prior written consent of the indemnified party). Notwithstanding the foregoing, any such judgment or settlement shall contain ): (i) that does not include as an unconditional term thereof the giving by the claimant or the plaintiff to the indemnified party a complete release from from, all liability in respect of such claim or litigation, or (ii) the effect of which is to permit any injunction, declaratory judgment, other order or other equitable relief to be entered, directly or indirectly, against any indemnified party. The indemnifying party shall permit the indemnified party to participate in such defense or settlement through counsel chosen by the indemnified party, with the fees and expenses of such counsel borne by the indemnified party. (c) Failure by the indemnifying party to notify the indemnified party of its election to assume the defense of any such claim or litigation by a third party within 30 days after notice thereof has been given to the indemnifying party shall be deemed a waiver by the indemnifying party of its right to assume the defense of such claim or litigation. If the indemnifying party does not assume the defense of such claim or litigation by a third party, the indemnified party may defend or settle such clam or litigation in such matter as the indemnified party may deem appropriate and may settle such claim or litigation on such terms as it may deem appropriate.

Notice and Resolution of Claim. (a) An indemnified party hereunder under this Agreement shall promptly give "Notice" (as hereinafter defined) written notice to the indemnifying party after obtaining knowledge of any third party claim or litigation against the indemnified party as to which recovery may be sought against the indemnifying party because of the indemnity set forth abovein Section 8.2, and, if such indemnity shall arise from specifying in reasonable detail the claim or litigation and the basis for indemnification; provided, however, that the failure of a third the indemnified party promptly to notify the indemnifying party of any such matter shall not release the indemnifying party, in whole or in part, from its obligations under this Article VII except to the extent the indemnified party's failure to so notify in breach of this paragraph (a) materially prejudices the indemnifying party's ability to defend against such third party claim or litigation (including but not limited to any prejudice to the indemnifying party's rights under any applicable insurance policy). The indemnified party shall permit the indemnifying party to assume the defense of any such claim claim, litigation or any litigation resulting from such claim. Failure by the indemnifying party to give Notice to the indemnified party of its election to defend any such claim or action by a third party within fifteen claim. (15b) days after Notice thereof shall have been given to the indemnifying party shall be deemed a waiver by the indemnifying party of its right to defend such claim or action. If the indemnifying party assumes the defense of any such third party claim or litigation resulting therefromlitigation, the obligations of the indemnifying party hereunder as to such claim under this Agreement shall include taking all steps necessary in the investigation, defense or settlement of such claim or litigation resulting therefrom (including the retention of legal counsel) and holding the indemnified party harmless from and against any and all losses, damages and liabilities including, without limitation, attorneys' fees and expenses, losses caused by or arising out of any settlement approved by the indemnifying party or any judgment in connection with such claim or litigation resulting therefromlitigation. The Except with the written consent of the indemnified party (which consent will not be unreasonably withheld or delayed), the indemnifying party shall not, in the defense of such claim or any litigation resulting therefromlitigation, consent to entry of any judgment except with the prior written consent of the indemnified party, or enter into any settlement (except with the prior written consent of the indemnified party). Notwithstanding the foregoing, any such judgment or settlement shall contain i) that does not include as an unconditional term thereof the giving by the claimant or the plaintiff to the indemnified party a complete release from all liability in respect of such claim or litigation, or (ii) the effect of which is to permit any injunction, declaratory judgment, other order or other equitable relief to be entered, directly or indirectly, against any indemnified party. The indemnifying party shall permit the indemnified party to participate in such defense or settlement through counsel chosen by the indemnified party, with the fees and expenses of such counsel borne by the indemnified party. (c) Failure by the indemnifying party to notify the indemnified party of its election to assume the defense of any such claim or litigation by a third party (i) within thirty (30) days after notice thereof has been given to the indemnifying party or (ii) five (5) days prior to the date on which any response is due in connection with such claim or litigation, whichever comes first, shall be deemed a waiver by the indemnifying party of its right to assume the defense of such claim or litigation. If the indemnifying party does not assume the defense of such claim or litigation by a third party, the indemnified party may defend or settle such claim or litigation in such manner as the indemnified party may deem appropriate and may settle such claim or litigation on such terms as it may deem appropriate.

Notice and Resolution of Claim. (a) An indemnified party hereunder shall promptly give "Notice" (as hereinafter defined) written notice to the indemnifying party after obtaining knowledge of (i) any claim the indemnified party has against the indemnifying party not involving a third party claim or litigation or (ii) any third party claim or litigation against the indemnified party as to which recovery may be sought against the indemnifying party because of the indemnity set forth abovein Section 13.1 or Section 13.2 specifying in reasonable detail the claim or litigation and the basis for indemnification; provided, andthat the failure of the indemnified party promptly to -------- notify the indemnifying party of any such matter shall not release the indemnifying party, if in whole or in part, from its obligations under this Article 13 except to the extent the indemnified party's failure so to notify actually prejudices the indemnifying party's ability to defend against such third party claim or litigation. If such claim for indemnity shall arise from the claim or litigation of a third party, the indemnified party shall permit the indemnifying party to assume the defense of any such claim claim, litigation or any litigation resulting from such claim. (b) If the indemnifying party assumes the defense of any such third party claim or litigation, the obligations of the indemnifying party hereunder shall include taking all steps necessary in the investigation, defense or settlement of such claim or litigation (including the retention of legal counsel) and holding the indemnified party harmless from and against any and all Damages caused by or arising out of any settlement approved by the indemnifying party or any judgment in connection with such claim or litigation. The indemnifying party shall not, in the defense of such claim or litigation, consent to entry of any judgment (except with the written consent of the indemnified party), or enter into any settlement (except with the written consent of the indemnified party), (i) which does not include as an unconditional term thereof the giving by the claimant or the plaintiff to the indemnified party a complete release from all liability in respect of such claim or litigation or (ii) the effect of which is to permit any injunction, declaratory judgment, other order or other nonmonetary relief to be entered, directly or indirectly, against any indemnified party. The indemnifying party shall permit the indemnified party to participate in such defense or settlement through counsel chosen by the indemnified party, with the fees and expenses of such counsel borne by the indemnified party unless under then applicable standards of professional conduct a conflict may exist between the indemnifying party and the indemnified party in which event such fees and expenses of such counsel shall be borne by the indemnifying party. (c) Failure by the indemnifying party to give Notice to notify the indemnified party of its election to defend assume the defense any such claim or action litigation by a third party within fifteen twenty (1520) days after Notice notice thereof shall have been given to the indemnifying party shall be deemed a waiver by the indemnifying party of its right to defend such claim or action. If the indemnifying party assumes assume the defense of such claim or litigation. If the indemnifying party shall not assume the defense of any such claim by a third party or litigation resulting therefrom, the obligations of the indemnifying indemnified party hereunder as to such claim shall include taking all steps necessary in the defense or settlement of may defend against such claim or litigation resulting therefrom in such manner as it may deem appropriate and holding the indemnified party harmless from and against any and all losses, damages and liabilities including, without limitation, attorneys' fees and expenses, caused by or arising out of any settlement approved by the indemnifying party or any judgment in connection with may settle such claim or litigation resulting therefromon such terms as it may deem appropriate; provided, -------- however, that in settling any action in respect of which indemnification is ------- payable under this Article 13, it shall act reasonably and in good faith. The indemnifying party shall not, in the defense of such claim or not be entitled to require that any litigation resulting therefrom, consent to entry of action be brought against any judgment except with the prior written consent of the indemnified party, or enter into any settlement (except with the prior written consent of the indemnified party). Notwithstanding the foregoing, any such judgment or settlement shall contain as an unconditional term thereof the giving other Entity before action is brought against it hereunder by the claimant or the plaintiff to the indemnified party a release from all liability in respect but shall be subrogated to any right of such claim action to the extent that it has paid or litigationsuccessfully defended against any third party claim.